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Apollo Sindoori Hotels Ltd.

BSE: 532752 Sector: Services
NSE: APOLSINHOT ISIN Code: INE451F01016
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Apollo Sindoori Hotels Ltd. (APOLSINHOT) - Director Report

Company director report

DIRECTORS REPORT

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31.03.2014

Your Directors have pleasure in presenting the Sixteenth Annual Report together withthe Audited Accounts of your Company for the year ended 31 st March 2014.

Financial Results

(Rupees in lacs)

PARTICULARS Year ended 31.03.2014 Year ended 31.03.2013
Sale and Other Income 6868.26 6807.57
Profit from Operations 361.44 305.79
Financial Charges 16.08 10.89
Depreciation and Amortization 42.72 15.62
Profit / (Loss) before Tax 302.64 279.28
Add/(less): Deferred Tax Asset 4.19 15.25
Less: Provision for Taxation 94.00 75.50
Profit / (Loss) after Tax 204.45 188.53

Financial Review

Your Board is happy to inform you all that Sales and other income for the financialyear 2013-14 stands atRs.. 6868.27 Lacs as compared toRs. 5612.82 Lacs (Revenue excludesprevious year travel division Turnover of Rs. 1194.75 lacs) for the financial year 2012-13registering a growth of 22 % over last year. In spite of difficult year for the economy ingeneral tight cash flow position inflation etc in particular the profit from for thefinancial year 2013-14 stands at Rs. 302.64 Lacs as compared to Rs. 279.28 Lacs for thefinancial year 2012-13 registering a growth of 8% over last year. Your Company hasachieved Profit after Tax of Rs. 204.45 Lacs as compares to Rs. 188.53 Lacs for last yearregistering a growth of 8" .

Appropriation towards Dividend

Looking at the financial performance for the year your Board recommends a dividend ofRs3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31 stMarch 2014.

Business Outlook

As your company pushes the throttle to gain increased foothold in Catering servicesbusiness across various industries software companies hospitals and institutions; withaggressive marketing and innovative solutions the year ahead will prove fruitful andsatisfactory to all the stakeholders. Your Company recognizes that to be able to achieveamplified growth the company needs to move with times and gain competitive advantage by'Revitalizing' the company's brand image. The Company undertook a rebranding exercise thatlaid down the brand's roadmap for repositioning. The repositioned branding guidelines willenhance and ensure clear understanding of the brand in order to develop pride andownership within the company and amongst external stakeholders. It will further strengthenand integrate the culture of the organization through clear relevant and consistentcommunication and will project a professional and contemporary image to all stakeholdersgiving them renewed comfort and trust in the company's capabilities.

Directors

In terms of the provisions of Section 152 of the Companies Act 2013 Dr. Pratap CReddy Mrs. Shobana Kamineni and Mrs. Sindoori Reddy directors of the Company retire byrotation at this Annual General Meeting as per the provisions of the Articles ofAssociation of Company and being eligible offer themselves for re-election.

During the year the Ministry of Corporate Affairs (MCA) has notified majority of theprovisions inter alia provisions relating to selection manner appointment rolesfunctions duties of independent directors (ID's) and the relevant rules under theCompanies Act 2013 (the act 2013) and made them effective 1 st April 2014.

The existing composition of the Company's Board is fully in conformity with theapplicable provisions of the Act 2013 and clause 49 of the Listing Agreement having thefollowing directors as non Executive Independent Directors namely:

Mr. Ganesan Venkatraman

Mr. Suresh Raj Madhok

Mr. Vachaparambil Job Chacko

Mr. Puthen Veetil George Eapen.

In terms of provisions of section 149(10) read with section 149(5) of the Act 2013ID's are eligible to hold office for a term upto five consecutive years on the Board andeligible for reappointment for the second term on passing special resolution by theCompany. During the period they shall not be liable to retire by rotation as per theprovisions of section 150(2) 152(2) read with schedule IV of the Act 2013.

It is therefore proposed to appoint them as ID's for a consecutive period of 5 years atthe AGM. Necessary declarations have been obtained from them as envisaged under the Act2013.

Notices in writing signifying the intention to offer their candidatures as ID's of theCompany along with the requisite deposit have been received from the members of theCompany in terms of section 160 of the Act 2013.

In terms of provisions of sub-section (6) read with explanation to section 152 of theAct 2013 two third of the total number of Directors i.e excluding ID's are liable toretire by rotation at every annual general meeting.

The brief resume of these directors proposed to be appointed and re-appointed and otherrelevant information have been furnished in the Notice convening the AGM. Appropriateresolution for the appointment/re-appointment is being placed for approval of the membersat the AGM.

The board therefore recommends their appointment/ re-appointment as Directors of theCompany.

Audit Committee

Your Company has constituted an Audit Committee of the Directors though Company doesnot have mandatory requirement either under the provisions of Section 292A of theCompanies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises offour Directors.

Internal Control Systems & Their Adequacy

Internal Control systems and their adequacy are constantly reviewed by the AuditCommittee at regular meetings. After discussing the adequacy and effectiveness of theexisting systems and also after considering steps to be implemented to further improve thesystems such steps are implemented and constantly monitored by Audit Committee. Suchcontinuing reviews make the system very effective.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act 1956 The Board of Directors of thecompany hereby state and confirm that:

a) In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures if any.

b) The Directors have selected such Accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true &fair view of the state of affairs of the company at the end of the financial year 31 stMarch 2014 and of the Profit of the Company for that period.

C) The Directors have taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 1956 forsafeguarding the assets of the Company and for preventing & detecting frauds andirregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Auditors

M/s R. Subramanian and Company Chartered Accountants Auditors of the Company holdoffice until the conclusion of this AGM. They are eligible for re- appointment and havegiven their consent for re-appointment. Company has received a certificate under Section139 from the retiring auditors regarding their eligibility for re-appointment as theCompany's Auditors for the year 2014-15.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Companyas the Auditors of the Company for 2014-2015 to hold office till the conclusion of thenext AGM.

Reply to Auditor's Remark:

Note No. 16(3) Auditor's Report regarding impairment of assets

Necessary provision / write back will be effected after the Arbitrator finalies hisaward

Clause No. x(a) and (b) of Annexure to Auditor's Report regarding delay in the paymentof various Statutory payments

Subsequently it has been paid with interest and as on date there is no arrears.

Fixed Deposits

Company has not accepted any Deposits from the Public during the year under review.

Insurance

All insurable interests of the Company including buildings furniture and fixtures andother insurable interest are adequately insured.

Listing

The shares of the company are listed on Madras Stock Exchange. The Company has paidannual Listing fees for the year 2014-15.

Corporate Governance

The provisions of clause 49 of the listing agreement is not applicable as the paid upshare capital of Company is less than Rupees Three Crores as per circular of SEBI bearingnumber SEBI/MRD/SE/31 /2003/26/08 dated 26th August 2003.

Secretarial Compliance

The Secretarial Compliance Report as required under the provisions of Section 383A ofthe Companies Act 1956 is annexed.

Conservation Of Energy Technology Absorption

The Company has taken adequate measures to conserve energy and the Company believesthat productivity from all its workforce can be achieved with interface of latesttechnology. Various steps have been taken to reduce consumption of electrical energy byimproved Catering services and monitoring the use of equipment etc.

The Company is not an industrial undertaking in terms of Section 217 (1) (e) ofthe Companies Act 1956 read along with Companies (Disclosure of particulars in the reportof Board of Directors) and hence particulars regarding conservation of energy technologyabsorption and adoption are not applicable and hence same has not been provided.

Foreign Exchange Earnings and Outgo

There are no Foreign Exchange earnings during this period. Foreign Exchange Outgoduring this period - Rs. 646773

Particulars of Employees under Section 217 (2 A) of the Companies Act 1956

None of the employees of the Company were in receipt of remuneration which inaggregate exceeded the limits fixed under sub-section (2 A) of Section 217 of theCompanies Act 1956 and Rules made thereon under Companies (Particulars of Employees)Rules 1975 for the year.

Industrial Relations and Human Resource

The Company has about 3100 employees in its roll. Since employees contribute inachieving the goal of the Company periodical training programs are carried out to meetthe challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Related Party transaction

Details of related party transaction has given in Note No.28 of notes to financialstatements for the year ended 31 st March 2014

Companies Act 2013

The Companies Act 2013 has become effective from April 1 2014 and the rules relatingto the Act were made effective subsequently. The Ministry of Corporate Affairs videCircular No. 1 /19/2013-CL-V dated April 42014 notified that matters pertaining tomaintenance of books of accounts and preparations/adoption/filing of financial statementsauditor's report Board's report and attachments to such statements and reports in respectof financial years that commenced earlier than 1st April 2014 shall be governed by therelevant provisions/schedules/rules of the Companies Act 1956. Thus the Board's Reportand the financial statements of the Company were prepared as per the Companies Act 1956

Acknowledgement

Your Company & Directors wish to extend their sincere thanks to the InvestorsBankers Customers Business Associates Suppliers and Government for their continuousco-operation and assistance. Directors would like to place on record their deep sense ofappreciation and thanks to all the Government Authorities Shareholders for their valuableassistance support and co-operation and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Companybut for whose unstinted efforts the Company could not have achieved results of suchpositive growth.

For and on Behalf of Board of Directors

Place: Chennai Sucharitha Reddy G.Venkatraman
Date: 29th May 2014 Managing Director Director

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